From 9670f66c54a064458a9b77342b310cfd6761f307 Mon Sep 17 00:00:00 2001 From: Charles N Wyble Date: Tue, 4 Mar 2025 14:40:47 -0600 Subject: [PATCH] . --- ...keyNetworkSystemsLLC-OperatingAgreement.md | 60 ++++++++++++++----- 1 file changed, 46 insertions(+), 14 deletions(-) diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 4c19f44..01020c1 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -2448,20 +2448,32 @@ If any provision of this Agreement is held invalid, the remainder shall continue ### Section 10.4 - Dispute Resolution and Integration -1. Waiver of Jury Trial: The Company, its series, all series members, and the Company Committee hereby knowingly, voluntarily, and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any transactions contemplated hereby. +1. **Waiver of Jury Trial**: The Company, its series, all series members, and the Company Committee hereby knowingly, voluntarily, and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any transactions contemplated hereby. -2. Limited Arbitration: The parties agree that arbitration shall not be required or available as a means of dispute resolution under this Agreement, except in cases involving: - - Criminal conduct - - Fraud - - Willful misconduct - - Gross negligence - - Breach of fiduciary duty - In such cases, arbitration shall be conducted under the rules of the American Arbitration Association by a single arbitrator in [CITY], Texas. +2. **Limited Arbitration**: The parties agree that arbitration shall not be required or available as a means of dispute resolution under this Agreement, except in cases involving: + + a. Criminal conduct; + + b. Fraud; + + c. Willful misconduct; + + d. Gross negligence; or + + e. Breach of fiduciary duty. + + In such cases, arbitration shall be conducted under the rules of the American Arbitration Association by a single arbitrator in Austin, Texas. + +3. **Jurisdiction and Venue**: For all matters not subject to arbitration: + + a. The state and federal courts located in Travis County, Texas shall have exclusive jurisdiction; + + b. All parties consent to personal jurisdiction in such courts; + + c. Venue shall be proper only in Travis County, Texas; and + + d. Any objections to such jurisdiction or venue are hereby waived. -3. Entire Agreement: This Agreement constitutes the complete and exclusive statement of agreement among the parties with respect to the subject matter herein. This Agreement supersedes all prior written and oral statements, including any prior representation, statement, condition, or warranty. The parties acknowledge and agree that: - - No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein - - All prior agreements, understandings, and negotiations are merged into this Agreement - - This Agreement alone expresses the full and complete understanding of the parties ### Section 10.5 - Texas Business Organizations Code Override @@ -2585,9 +2597,29 @@ b. The Company Committee shall review all TBOC amendments and determine applicab - Acted in what they reasonably believed to be the best interest of the Company - Had no reasonable cause to believe their conduct was unlawful -3. Advance of Expenses: +3. **Advance of Expenses**: - - Legal expenses may be paid in advance upon receipt of an undertaking to repay if it is ultimately determined that indemnification is not appropriate + a. Legal expenses shall be advanced within 30 days of request upon receipt of: + + i. A written undertaking to repay if it is ultimately determined that indemnification is not appropriate; + + ii. A written affirmation that the indemnitee believes in good faith that the standard of conduct for indemnification has been met; and + + iii. Documentation reasonably sufficient to establish the expenses incurred. + + b. The Company Committee shall review all advancement requests and may deny advancement only if: + + i. The conduct in question clearly falls outside the scope of indemnifiable actions; or + + ii. The documentation provided is materially insufficient. + + c. Any denial of advancement must include: + + i. A written explanation of the basis for denial; + + ii. Identification of additional documentation or information necessary to cure the deficiency; and + + iii. Notice of the right to appeal to the full Board. 4. Insurance: